The additional time commitment, responsibilities, and regulatory requirements associated with membership and heightened awareness of liability has resulted in an increase in the compensation a board member receives. The disclosure rules regarding executive compensation place an additional focus on director pay, requiring tabular disclosure of amounts and narrative disclosures of processes undertaken and policies employed to derive director compensation. There is some discussion by shareholders that unreasonably high compensation for director service may impair independence. Perhaps as a result, director pay philosophy is being reexamined to reflect new realities and expectations from institutional shareholders. The compensation committee (and perhaps, in collaboration with the nominating/governance committee) should take an active role in designing an appropriate director pay arrangement with final board approval.

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